MORGAN STANLEY — Capital/Financing Update 2012

Dec 10, 2012

Final Terms dated 11 December 2012

Morgan Stanley

Issue of SEK 8,100,000 Equity linked Notes

under the Program for the Issuance of Notes, Series A and B, Warrants and Certificates

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member" State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

• in circumstances in which no obligation arises for the Issuer or any Distribution Agent to publish a $(i)$ prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• in those Public Offer Jurisdictions mentioned in Paragraph 50 of Part A below, provided such person is $(ii)$ one of the persons mentioned in Paragraph 50 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Distribution Agent has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

THE NOTES ARE SENIOR UNSECURED OBLIGATIONS OF MORGAN STANLEY, AND ALL PAYMENTS ON THE NOTES, INCLUDING THE REPAYMENT OF PRINCIPAL, ARE SUBJECT TO THE CREDIT RISK OF MORGAN STANLEY. THE NOTES ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

PART A - CONTRACTUAL TERMS

THE NOTES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, AND ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE NOTES DESCRIBED HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN EITHER REGULATION S UNDER THE SECURITIES ACT OR, IN THE CASE OF FTRO NOTES, THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS" IN THE BASE PROSPECTUS DATED 7 JUNE 2012. IN PURCHASING THE NOTES, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING FOR, OR FOR THE ACCOUNT OR BENEFIT OF, ANY SUCH PERSON. THE NOTES ARE NOT RATED.

This document constitutes Final Terms relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the English Law Notes set forth in the Base Prospectus dated 7 June 2012, as supplemented on 25 June 2012, which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus are available from the offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London, E14 4QA.

INFORMATION CONCERNING INVESTMENT RISK

Noteholders and prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. The amount payable on redemption of the Notes is linked to the performance of the Underlying (as defined herein). Given the highly specialised nature of these Notes, Morgan Stanley (the "Issuer") and Morgan Stanley & Co. International plc ("MSI plc") consider that they are only suitable for highly sophisticated investors who are able to determine for themselves the risk of an investment linked to the Underlying. Consequently, if you are not an investor who falls within the description above you should not consider purchasing these Notes without taking detailed advice from a specialised professional adviser.

Potential investors are urged to consult with their legal, regulatory, investment, accounting, tax and other advisors with regard to any proposed or actual investment in these Notes. Please see the Base Prospectus for a full detailed description of the Notes and in particular, please review the Risk Factors associated with these Notes.

TAX CONSIDERATIONS FOR NON-U.S. HOLDERS: A Non-U.S. holder will be subject to U.S. withholding tax unless the beneficial owner of the note (or a financial institution holding the note on behalf of the beneficial owner) furnishes a Form W-8BEN, on which the beneficial owner certifies under penalties of perjury that it is not a U.S. person. If withholding or deduction of taxes is required by law, payments on the notes will be made net of applicable withholding taxes, and we will not be required to pay any additional amounts to Non-U.S. holders with respect to any taxes withheld.

In purchasing any Notes, purchasers will be deemed to represent and undertake to the Issuer, the Dealer and each of their affiliates that (i) such purchaser understands the risks and potential consequences associated with the purchase of the Notes, (ii) that such purchaser has consulted with its own legal, regulatory, investment, accounting, tax and other advisers to extent it believes is appropriate to assist it in understanding and evaluating the risks involved in, and the consequences of, purchasing the Notes and (iii) in accordance with the terms set out in Annex 1.

Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to do so in this document. Clients are urged to seek the advice of their own professional advisers about the consequences of the proposals contained herein.

US Treasury Circular 230 Notice - Morgan Stanley does not render advice on tax and tax accounting matters to clients. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws.

1.	(i)	Issuer:	Morgan Stanley
$\overline{2}$ .	(i)	Series Number:	7127
	(ii)	Tranche Number:	1
3.		Specified Currency or Currencies:	Swedish krona ("SEK")
4.		Aggregate Nominal Amount of the Notes:
	(i)	Series:	SEK 8,100,000
	(ii)	Tranche:	SEK 8,100,000
5.	Issue Price		110 per cent. of Par per Note
6.	(i)	Specified Denominations (Par):	SEK 100,000
	(ii)	Calculation Amount:	SEK 100,000
7.	(i)	Issue Date:	11 December 2012

	(ii)	Trade Date:	26 November 2012
	(ii)	Interest Commencement Date:	Issue Date
	(iv)	Strike Date:	26 November 2012
	(v)	Determination Date:	27 November 2017
8.		Maturity Date:	11 December 2017
9.	Interest Basis:		Fixed Rate Interest
10.		Redemption/Payment Basis:	Equity-Linked Redemption
11.	Basis:	Change of Interest or Redemption/Payment	Not Applicable
12.		Put/Call Options:	Not Applicable
		Redemption at the option of the Issuer:	Not Applicable
		(Condition 16.7)
		Redemption at the option of the Noteholders:	Not Applicable
		(Condition 16.9)
		Other Put/Call Options:	Not Applicable
13.	(i)	Status of the Notes:	Condition 4.1 applies.
	(Condition 4)
	(ii)	Status of the Guarantee:	Not Applicable
14.		Method of distribution:	Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions:	Applicable
	(Condition 5)
	$(i) Rate[(s)]$ of Interest:	$2.00\%$
	(ii) Interest Period: (iii) Interest Payment Date(s):	As set out in Condition 2.1; Unadjusted
		Annual Interest Payment Dates, $j = 1, \ldots, 5$ :
		Interest Payment Date 1: 11 December 2013
		Interest Payment Date 2: 11 December 2014
		Interest Payment Date 3: 11 December 2015
		Interest Payment Date 4: 11 December 2016
		Interest Payment Date 5: 11 December 2017 subject to the Business Day Convention specified below.
	(iv) Fixed Coupon Amount(s):	SEK 2,000 per Calculation Amount

$\sim$

16.	Floating Rate Note Provisions:	Not Applicable
	(Condition 6)
17.	Zero Coupon Note Provisions:	Not Applicable
	(Condition 7)
18.	Dual Currency-Linked Note Interest Provisions:	Not Applicable
	(Condition 8)
19.	Equity Linked Note Interest Provisions:	Not Applicable
20.	Commodity-Linked Note Interest Provisions:	Not Applicable
21.	Currency-Linked Interest Note Provisions:	Not Applicable
22.	Inflation-Linked Note Interest Provisions:	Not Applicable
23.	Credit-Linked Interest Note Provisions:	Not Applicable
24.	Property-Linked Interest Note Provisions:	Not Applicable
25.	Fund-Linked Interest Note Provisions:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

26.	Call Option:	Not Applicable
	(Condition 16.7)
27.	Put Option:	Not Applicable
	(Condition 16.9)
28.	Final Redemption Amount of each Note:	Linked Redemption Amount specified below
	(Condition 16)
29.	Dual Currency Redemption Provisions:	Not Applicable
	(Condition 8)
30.	Equity-Linked Redemption Provisions:	Applicable
	(Condition 10)
(A)	Single Share Notes, Share Basket Notes:	Basket of Shares

Whether the Notes relate to a single $(i)$ share or a basket of shares (each, an "Underlying Share") and the identity of the relevant issuer(s) and class of the Underlying

Share (each an "Underlying Issuer"):

Basket of Shares

	Underlying i	Bloomberg Code
	DIAGEO PLC	DGE LN Equity
2	KONINKLIJKE AHOLD NV	AH NA Equity
3	ANHEUSER-BUSCH INBEV NV	ABI BB Equity
4	HEINEKEN NV	HEIA NA Equity

5	NESTLE SA-REG	NESN VX Equity
6	UNILEVER NV-CVA	UNA NA Equity
7	HENKEL AG & CO KGAA VORZUG	HEN3 GY Equity
8	DANONE	BN FP Equity
9	CARLSBERG AS-B	CARLB DC Equity
10	L'OREAL	OR FP Equity
11	HENNES & MAURITZ AВ	HMB SS Equity
12	BEIERSDORF AG	BEI GY Equity

(each an "Underlying Share")

The principal exchange or quotation system for trading the relevant Underlying Share as determined by the Determination Agent.

Morgan Stanley & Co. International plc (the

"Determination Agent"). The Determination Agent

$(iii)$ Related Exchange[s]:

Exchange[s]:

$(ii)$

$(v)$

$(iv)$ Determination Agent responsible for calculating the Final Redemption Amount:

shall act as an expert and not as an agent for the Issuer or the Noteholders. All determinations, considerations and decisions made by the Determination Agent shall, in the absence of manifest error, wilful default or bad faith, be final and conclusive and the Determination Agent shall have no liability in relation to such determinations except in the case of its wilful default or bad faith.

Provisions for determining Final Unless previously redeemed, or purchased and Redemption Amount: cancelled in accordance with the Conditions, the Issuer shall redeem the Notes on the Maturity Date at the Final Redemption Amount per Note as determined by the Determination Agent as follows:

All Exchanges

Par + Par x [ Participation x Max(0%, Basket Final $-110\%)$

subject to a minimum of 100%.

Where:

"Participation" means 200%;

"Basket Final" means an amount determined by the Determination Agent as follows:

$$
\sum_{i=1}^{8} \left( \frac{\text{RankedUnderlying}{i}^{\text{End}}}{\text{RankedUnderlying}{i}^{\text{Star}}}\right) + (1+C) \times 4
$$

12

where $i=1...8$ corresponds to the 8 Underlyings with the lowest Underlying Performance; as determined by the Determination Agent by ranking the Underlying Performance_i, which is calculated as:

Underlying Performance_i = Final Reference Price_i / Initial Reference Price

where

$\cdot$ C $\cdot$ means 40%:

' Ranked Underlying $_{i}^{End}$ , (i=1,... 8) means the arithmetic average of the official closing levels of Underlying_i on the respective Averaging Out Dates;

' RankedUnderlying $S_{i}^{start}$ , (i=1,... 8) means the arithmetic average of the official closing levels of Underlying_i on the respective Averaging In Dates.

'Final Reference Price_i' means the arithmetic average of the official closing levels of Underlying, on the respective Averaging Out Dates;

'Initial Reference Price;' means the arithmetic average of the official closing levels of Underlying; on the respective Averaging In Dates;

"Averaging In Dates" means weekly, on each Monday, from and including the Strike Date up to and including 18^th February 2013. In total 13 observations, subject to adjustment if such date is not a Scheduled Trading Day or is a Disrupted Day.

"Averaging Out Dates" means monthly on the 26^th from and including November 2016 to and including November 2017. In total 13 observations, subject to adjustment if such date is not a Scheduled Trading Day or is a Disrupted Day.

$(vi)$ Whether redemption of the Notes will be by (a) Cash Settlement or (b) Physical Settlement or (c) in certain circumstances depending on the closing price of the Underlying Shares, Cash Settlement or Physical Delivery at the option of the Issuer:

Cash Settlement

(vii)	Weighting for each Underlying Share comprising the basket:	Not Applicable
(viii)	Averaging Dates:	See Averaging In Dates and Averaging Out Dates as defined in paragraph $30(A)(v)$ above.
		Modified Postponement applies
(ix)	Observation Date:	Not Applicable

$(x)$ Observation Period: Not Applicable

	(x i )	Determination Time[s]:	As per the Conditions
	(xii)	Potential Adjustment Events:	As per the Conditions
	(xiii)	Additional Disruption Events:	Change in Law, Hedging Disruption, Increased Cost of Hedging shall apply
	(xiv)	Other special terms and conditions:	"Business Days for trading" means any day on which the predominant exchange(s) for each Underlying are open for trading, as determined by the Determination Agent;
			"Business Day Convention " means Modified Following.
31.		Commodity-Linked Redemption Provisions:	Not Applicable
	(Condition 11)
32.		Currency-Linked Redemption Provisions:	Not Applicable
	(Condition 12)
33.		Inflation-Linked Redemption Provisions:	Not Applicable
	(Condition 13)
34.		Credit-Linked Redemption Provisions:	Not Applicable
	(Condition 20)
35.		Property-Linked Redemption Provisions:	Not Applicable
	(Condition 14)
36.		Fund-Linked Redemption Provisions:	Not Applicable
	(Condition 15)
37.		a. Early Redemption Amount upon Event of Default (Condition 22):	An amount determined by the Determination Agent, acting in good faith and in a commercially reasonable manner, as at such day as is selected by the Determination Agent in its sole and absolute discretion (provided that such day is not more than 15 days before the date fixed for redemption of the Notes), to be the amount that a Qualified Financial Institution would charge either to assume all of the Issuer's payment and other obligations with respect to such Notes as if no such Event of Default had occurred or to undertake obligations that would have the effect of preserving the economic equivalent of any payment by the Issuer to the Noteholder with respect to the Notes.
			For the purposes of the above, "Qualified Financial Institution" means a financial institution organized under the laws of any jurisdiction in the United States of America, the European Union or Japan, which, as at the date the Determination Agent selects to determine the Early Redemption Amount, has outstanding debt obligations with a stated maturity of one year or less from the date of issue of such outstanding debt obligations and such financial institution is rated

either:

(1) A2 or higher by Standard & Poor's Ratings Services or any successor, or any other comparable rating then used by that rating agency, or

(2) P-2 or higher by Moody's Investors Service, Inc. or any successor, or any other comparable rating then used by that rating agency, provided that, if no Qualified Financial Institutional is reasonably available, then the Determination Agent shall select, in good faith and using a commercially reasonable discretion, select a Qualified Financial Institution in the United States of America, the European Union or Japan of a reputable standing.

b. Early Redemption Amount payable upon an event described in Condition 10/ 11/ 12/ 13/14/15

c. Early Redemption Amount upon Early Redemption:

(Conditions 16.2, 16.3, 16.5, 16.10 and 21)

Early Redemption $Amount(s)$ per Calculation Amount payable on redemption for taxation reasons or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

As provided in Condition 10/ 11/ 12/ 13/ 14/ 15

The fair value of such Note on such day as is selected by the Determination Agent acting in good faith and in a commercially reasonable manner, less the proportion attributable to that Note of the reasonable cost to the Issuer and/or any Affiliate of, or the loss realised by the Issuer and/or any Affiliate on, unwinding any related hedging arrangements, all as calculated by the Determination Agent acting in good faith and in a commercially reasonable manner.

1. Governing Law:

English law

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

(Condition 3)

Registered Notes:

Not Applicable

Global Note Certificate registered in the name of a nominee for the common depositary for Euroclear and Clearstream, Luxembourg, exchangeable for Individual Note Certificates in the limited circumstances described in the Global Note Certificate

• 1. Additional Business Centre(s) or other Stockholm only special provisions relating to Payment Dates:
• 1. Talons for future Coupons or Receipts to be $N₀$ attached to Definitive Notes (and dates on which such Talons mature):
• Details relating to Partly Paid Notes: 42.
• 1. Details relating to Instalment Notes: amount Not Applicable of each instalment, date on which each payment is to be made:
• 1. Redenomination. renominalisation and Not Applicable

reconventioning provisions:

45.	Notes:	Restrictions on free transferability of the	None
46.	Other final terms:		Not Applicable
	DISTRIBUTION
47.	(i)	If syndicated, names of Managers:	Not Applicable
	(ii)	Date of [Subscription] Agreement:	Not Applicable
	(iii)	Stabilising Manager(s) (if any):	Not Applicable
48.		If non-syndicated, name and address of	Morgan Stanley & Co. International plc
	Dealer:		25 Cabot Square
			London E14 4QA
49.		U.S. Selling Restrictions:	Not applicable
50.	Non-exempt offer:		An offer of the Notes may be made by the Distributor other than pursuant to Article 3(2) of the Prospective Directive in Sweden (Public Offer Jurisdiction) during the period from 19 November 2012 to 23 November 2012 (Subscription Period). The Issuer has the right to adjust the Subscription Period.
51.	Total commission and concession:		In connection with the offer and sale of the Notes, the Issuer or the Dealer will pay to the Distributor (as defined below) a one time or recurring distribution fee. The total discount offered, or total distribution fees payable, will not exceed 1.20% per annum. The investor acknowledges and agrees that such fees will be retained by the Distributor. Further information is available from the Distributor upon request.
52.		Additional selling restrictions:	Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdictions and admission to trading on the London Stock Exchange's Regulated Market of the Notes described herein pursuant to the Program for the Issuance of Notes, Series A and B, Warrants and Certificates of Morgan Stanley.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: Lea $\cdots$ $\delta$

Duly authorised

PART B - OTHER INFORMATION

LISTING $\mathbf{1}$

Listing and admission to Trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and to be listed on the Official List of the FSA with effect from the Issue Date. No assurance can be given that such listing will be obtained.

$2.$ RATINGS

Ratings:

The Notes will not be rated

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

"Save as discussed in ["Subscription and Sale"], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer".]

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES $\overline{4}$ .

(i)	Reasons for the offer:	The net proceeds from the sale of Notes will be used by the Issuer for
		general corporate purposes, in connection with hedging the Issuer's
		obligations under the Notes, or both

$(ii)$ Net proceeds: SEK 8,910,000

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT 5. ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Past and future performance including the volatility of the Underlying Shares can be obtained from Bloomberg and the relevant corporate website as follows:

DIAGEO PLC	DGE LN Equity	www.diageo.com
KONINKLIJKE AHOLD NV	AH NA Equity	www.ahold.com
ANHEUSER-BUSCH INBEV NV	ABI BB Equity	www.ab-inbev.com
HEINEKEN NV	HEIA NA Equity	www.heineken.com
NESTLE SA-REG	NESN VX Equity	www.nestle.com
UNILEVER NV-CVA	UNA NA Equity	www.unilever.com
HENKEL AG & CO KGAA VORZUG	HEN3 GY Equity	www.henkel.com
DANONE	BN FP Equity	www.danone.com
CARLSBERG AS-B	CARLB DC Equity	www.carlsberg.com
L'OREAL	OR FP Equity	www.loreal.com
HENNES & MAURITZ AB	HMB SS Equity	www.hm.com
BEIERSDORF AG	BEI GY Equity	www.beiersdorf.com

6. OPERATIONAL INFORMATION

ISIN Code:	XS0856956221
Common Code:	085695622
New Global Note:	Nο

Any clearing system(s) other than Not Applicable Bank S.A./N.V. Euroclear and Clearstream Banking société anonyme relevant identification the and $number(s)$ :
Delivery:	Delivery free of payment
Names and addresses of initial Paying $Agent(s)$ :	The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
Intended to be held in a manner which No would allow Eurosystem eligibility:

$7.$ TERMS AND CONDITIONS OF THE OFFER

Offer Price:	The Issue Price $+$ a subscription surcharge at the discretion of the Distributor of up to 2% of Par
Conditions to which the offer is subject:	Offers of the Notes are conditional upon their issue
Description of the application process:	A prospective investor should contact the Distributor (as defined below) during the Subscription Period. The Distributor has the right to close the Subscription Period early. A prospective investor will acquire the Notes in accordance with the arrangements existing between the Distributor and its customers relating to the subscription of securities generally and not directly with the Issuer or the Dealer.
	Persons interested in purchasing Notes should contact their financial adviser. If an investor in any jurisdiction other than Sweden wishes to purchase Notes, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial adviser, bank or financial intermediary for more information.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	Not Applicable
Details of the minimum and/or maximum amount of application:	Not Applicable
Details of the method and time limited for paying up and delivering the Notes:	The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys
Manner in and date on which results of the offer are to be made public:	The results of the offer will be communicated to the applicants by the Distributor
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:	Not Applicable
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved	Offers may be made by the Distributor in Sweden to retail investors. In other EEA countries, offers will only be made pursuant to an exemption from the obligation under the Prospectus Directive as

for certain countries:

implemented in such countries to publish a prospectus.

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

known to the Issuer, of the placers in the various countries where the offer takes place.

At the end of the Subscription Period, the Distributor will proceed to notify the prospective Noteholders as to the amount of their allotment of the Notes. Off-market dealing may not commence prior to such notification of allotment being made.

Not Applicable

Name(s) and address(es), to the extent ICECAPITAL Asset Management Ltd, Kluuvikatu 3, 00100 Helsinki, Finland (the "Distributor") will be the sole placer of the Notes in Sweden

ANNEX 1

Any investment in the Notes made with the intention to offer, sell or otherwise transfer (together, "distribute" and each a "distribution") such Notes to prospective investors will be deemed to include, without limitation, the following representations, undertakings and acknowledgements:

• a) (i) you are purchasing the instruments as principal (and not as agent or in any other capacity); (ii) none of the Issuer, the Dealer or their affiliates is acting as a fiduciary or an advisor to it in respect of the instruments; (iii) you are not relying upon any representations made by the Issuer, the Guarantor (where applicable) or any of their affiliates; (iv) you have consulted with your own legal, regulatory, tax, business, investments, financial, and accounting advisers to the extent that you have deemed necessary, and you have made your own investments, hedging and trading decisions based upon your own judgement and upon any advice from such advisors as you have deemed necessary and not upon any view expressed by the Issuer or any of its affiliates or agents and (v) you are purchasing the instruments with a full understanding of the terms, conditions and risks thereof and you are capable of and willing to assume those risks;
• $b)$ you shall only distribute as principal or, alternatively, acting on a commission basis in your own name for the account of your investors and will not do so as agent for any Morgan Stanley entity (together "Morgan Stanley") who shall assume no responsibility or liability whatsoever in relation to any such distribution. You shall distribute the product in your own name and to such customers as you identify in your own discretion, at your own risk and under your sole responsibility. You shall make such enquiries you deem relevant in order to satisfy yourself that prospective investors have the requisite capacity and authority to purchase the product and that the product is suitable for those investors;
• you shall not make any representation or offer any warranty to investors regarding the product, the $\mathbf{c}$ Issuer or Morgan Stanley or make any use of the Issuer's or Morgan Stanley's name, brand or intellectual property which is not expressly authorised and you shall not represent you are acting as an agent of Morgan Stanley in such distribution. You acknowledge that neither the Issuer nor Morgan Stanley assume any responsibility or liability whatsoever in relation to any representation or warranty you make in breach hereof;
• $\mathbf{d}$ if you distribute any material prepared and transmitted by the Issuer or by Morgan Stanley, you shall only distribute the entire material and not parts thereof. Any material you, or any third party you engage on your behalf, prepare shall be true and accurate in all material respects and consistent in all material respects with the content of the Base Prospectus and the Final Terms and shall not contain any omissions that would make them misleading. You shall only prepare and distribute such material in accordance with all applicable laws, regulations, codes, directives, orders and/or regulatory requirements, rules and guidance in force from time to time ("Regulations"). You acknowledge that neither the Issuer nor Morgan Stanley shall have any liability in respect of such material which shall, for the avoidance of doubt, at all times be your sole responsibility:
• you will not, directly or indirectly, distribute or arrange the distribution of the product or $\epsilon$ ) disseminate or publish (which for the avoidance of doubt will include the dissemination of any such materials or information via the internet) any materials or carry out any type of solicitation in connection with the product in any country or jurisdiction, except under circumstances that will result in compliance with all applicable Regulations and selling practices, and will not give rise to any liability for the Issuer or Morgan Stanley. For the avoidance of doubt, this includes compliance with the selling restrictions mentioned herein;
• $\mathbf{f}$ if you receive any fee, rebate or discount, you shall not be in breach of any Regulation or customer or contractual requirements or obligations and you shall, where required to do so (whether by any applicable Regulation, contract, fiduciary obligation or otherwise), disclose such fees, rebates and discounts to your investors. You acknowledge that where fees are payable, or rebates or discounts applied, the Issuer and Morgan Stanley are obliged to disclose the amounts and/or basis of such fees, rebates or discounts at the request of any of your investors or where required by any applicable Regulations.
• you will be committed to purchase at the issue price stated in the term sheet (or at the price $g)$ otherwise agreed between us) instruments, when issued, in the agreed quantity and having terms, as

Series 7127

provided in the definitive documentation, consistent with those in the term sheet (subject to any modifications agreed between us);

• $h$ we may enter into hedging or other arrangements in reliance upon your commitment, and, if you fail to comply with your commitment, your liability to us shall include liability for our costs and losses in unwinding such hedging or other arrangements;
• $i)$ you agree and undertake to indemnify and hold harmless and keep indemnified and held harmless the Issuer, the Dealer and each of their respective affiliates and their respective directors, officers and controlling persons from and against any and all losses, actions, claims, damages and liabilities (including without limitation any fines or penalties and any legal or other expenses incurred in connection with defending or investigating any such action or claim) caused directly or indirectly by you or any of your affiliates or agents to comply with any of the provisions set out in (a) to (h) above, or acting otherwise than as required or contemplated herein.
• You are not purchasing the Notes as an extension of credit to Morgan Stanley pursuant to a loan $j)$ agreement entered into in the ordinary course of your trade or business.